8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                    FILED PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          DATE OF REPORT: February 17, 2000



                         COMMISSION FILE NUMBER 0-14703


                                NBT BANCORP INC.
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                     16-1268674
          (State of Incorporation) (I.R.S. Employer Identification No.)

                  52 SOUTH BROAD STREET NORWICH, NEW YORK 13815
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's Telephone Number, Including Area Code: (607)-337-2265

                                       N/A
          (Former Name or Former Address, If changed since last Report)



Item 2.  Acquisition or Disposition of Assets

On February 17, 2000, NBT Bancorp  Inc. and Lake Ariel  Bancorp,  Inc. completed
their merger,  resulting in the merger of Lake Ariel into NBT. Each company held
a special meeting of stockholders on  February  17, 2000, to consider the agree-
ment and plan of merger,  which  stockholders  of both  companies approved. The
merger took place immediately thereafter.

Item 7.  Financial Statements and Exhibits

(a)  Financial Statements.

     (1) The  audited  consolidated  financial  statements  of Lake  Ariel as of
         December  31, 1998 and 1997 and for each of the years in the three-year
         period ended December  31, 1998,  and the independent  auditors' report
         thereon dated January 25, 1999,  previously included in Lake Ariel's
         Annual Report on Form 10-K for the year ended December 31, 1998, are
         hereby incorporated by reference (file number 0-22092).

     (2) The unaudited  consolidated  interim financial statements of Lake Ariel
         as of  September  30, 1999 and 1998 and for the nine month  period then
         ended,  previously  included in Lake Ariel's  Quarterly  Report on Form
         10-Q for the quarter ended September 30, 1999, are hereby  incorporated
         by reference (file number 0-22092).

(b)  Pro Forma Financial Information.

     (1) The unaudited pro forma condensed  combined  balance sheet of NBT as of
         September  30,  1999 and the  unaudited  pro forma  condensed  combined
         income  statements of NBT for the nine months ended  September 30, 1999
         and 1998 and the years ended December 31, 1998, 1997 and 1996 and notes
         thereto,  giving  effect to the merger  under the pooling of  interests
         method of  accounting,  were set forth on pages  99-113 of NBT's  Joint
         Proxy / Prospectus Statement contained in its Registration Statement on
         Form S-4\A (No.  333-93197)  filed on January 11, 2000,  and are hereby
         incorporated by reference.

(c)  Exhibits.  The following exhibits are filed herewith or incorporated by
     reference as part of this report:

     2.1 Agreement  and  Plan of Merger, dated as of August 16, 1999, as amended
         December  13,  1999  and  December 27, 1999, by and between NBT Bancorp
         Inc.  and  Lake Ariel  Bancorp,  Inc., is  incorporated by reference to
         Appendix  A  to  the  Joint Proxy/Prospectus Statement contained in the
         Registration  Statement of  NBT on Form S-4\A (No. 333-93197), filed on
         January 11, 2000.

    23.1 Consent  of  Parente, Randolph, Orlando, Carey and Associates, indepen-
         dent auditors to Lake Ariel. (Filed herewith)



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                        NBT BANCORP, INC.

Date: March 3, 2000                                     /s/ Michael J. Chewens
                                                        Michael J. Chewens, CPA
                                                        Executive Vice President
                                                        Chief Financial Officer
                                                        and Treasurer



                                  EXHIBIT INDEX



2.1  Agreement  and  Plan  of  Merger,  dated  as of August 16, 1999, as amended
     December  13, 1999  and  December 27, 1999, by and between NBT Bancorp Inc.
     and  Lake  Ariel  Bancorp, Inc., is incorporated by reference to Appendix A
     to  the  Joint  Proxy / Prospectus  Statement contained in the Registration
     Statement of NBT on Form S-4\A (No. 333-93197), filed on January 11, 2000.

23.1 Consent of Parente, Randolph, Orlando, Carey and Associates, independent
     auditors to Lake Ariel. (Filed herewith)

EX-23.1

                                  EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors
NBT Bancorp Inc.:


We  consent  to  incorporation  by  reference  in  the  following   registration
statements  of NBT  Bancorp  Inc. on Form S-3 (File No.  33-12247)  and Form S-8
(File Nos.  33-18976,  33-77410,  333-02925  and  333-67615) of our report dated
January  25,  1999,  related to the  consolidated  balance  sheets of Lake Ariel
Bancorp,  Inc. and  subsidiary as of December 31, 1998 and 1997, and the related
consolidated  statements  of income,  changes in  stockholders'  equity and cash
flows for each of the years in the  three-year  period ended  December 31, 1998,
which report appears in the December 31, 1998 annual report on Form 10-K.



/s/ Parente, Randolph, Orlando, Carey & Associates


Wilkes-Barre, Pennsylvania
February 29, 2000